CFL Annual 2020

CHAPTER THREE Board of Directors SECTION 7. Board of Directors. The supreme governing body of the Society shall be the Board of Directors. The affairs of the Society shall be governed by the Board which shall have authority to provide rules and regulations for the extension and development of the Society and all other necessary and incidental powers to carry out the objectives of the Society as provided in the laws of the Society and the laws of the State of Wisconsin. SECTION 8. Number of Directors and Term of Office. (a) Elected Directors . The number of the Society’s elected directors shall not be fewer than nine (9) nor more than twelve (12). By January 1 of the election year, the Board shall set the number, within that range, of the Society’s elected directors to be elected by the members. The Board may also change the number of elected directors at any time pursuant to a merger agreement, including, but not limited to, increasing the number of elected directors to more than twelve (12), in accordance with such merger agreement, provided that the number of elected directors serving on the Board before the merger constitute at least two-thirds (2/3) of the total number of elected directors serving on the Board after the merger. Elected directors include those elected by the members and those appointed by the Board

either to fill a vacancy in an elected director position or to increase the number of elected directors.

(b) Term Limits . No elected director may serve more than three (3) consecutive three-year terms or nine (9) consecutive years. If a director is elected or appointed to a partial term, that partial term does not count as part of this consecutive-year sequence. A break in service of at least three (3) years restarts the term-limit period. SECTION 10. Eligibility Requirements. (a) Required Qualifications . To be a candidate for election as a director, an applicant must: (1) Submit his or her request to be certified as a candidate to

officers or Society officers that the person attended at least six (6) chapter or Society fraternal functions in the three years prior to January 1 of the election year; agent or employee whose service was terminated by the Society in the three years prior to January 1 of the election year; or employee of the Society when his or her term would begin; (8) Not be age 75 or older when his or her term would begin, and (9) Comply with all (6) Not be a former (7) Not be an agent (b) Desired Attributes . The Board may suggest certain desired attributes of Board members based on the needs of the Society and the Board. These may include, for example, demonstrated sound judgment, prior board or other leadership experience, personality conducive to working in a group, an understanding of fiduciary responsibilities, business experience, fraternal experience, ethical values, ability and willingness to commit the required time and energy, and any specific expertise or qualities needed by the Board. Though these rules, regulations and requirements that the Nominating Committee establishes.

(b) Appointed Directors .

Subject to confirmation by the Board, the President shall appoint two (2) directors, only one of whom may be an officer or employee of the Society. Each appointed director shall be a Catholic adult member with expertise in the business of the Society who owns or participates in a financial service or product as determined by the Board. (c) Principal Officer Directors . The President and the Secretary of the Society shall also serve as members of the Board. otherwise provided herein, all of the foregoing directors have equal voting rights. The Spiritual Director is a non-voting member of the Board and shall not count as a director for purposes of quorums, voting requirements, or any other matter involving voting. SECTION 9. Terms of Directors. (a) Terms . Elected directors (d) Voting . Except as the first day of January following their election and shall serve until their successors are elected and qualified. Appointed directors serve for one (1) year and may be reappointed. serve for a term of three (3) years from

the Secretary by the deadline established by the Nominating Committee; continuously owned or participated in a financial service or product as determined by the Board for at least two (2) years prior to January 1 of the election year and have been determined by the Nominating Committee to have demonstrated a

(2) Own and have

significant financial commitment to the Society; (3) Be an adult member

in good standing as determined by the Board;

suggested attributes are not part of the Eligibility Requirements, they will be made available to all interested members.

(4) Certify that he or she is a member of a Catholic parish; (5) Submit certification(s) by one or more principal chapter


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